Minor Characters

Plot

The episode opens with the entire gang ready for battle. Gearing up with cleaning supplies, they decided to clean up the farmhouse. Raph is doing some dusting at the fireplace. Donnie is mopping the floor upstairs. Mikey is cleaning the chandelier. Leo is washing the windows, and April is cleaning the wall in the bathroom. Just then Mikey, who just fell the stairs, accidentally discovers a hidden trap door in that led to the basement. April didn't know that this house has a basement. Raph opens the door, and the gang descend down through a trap door and explore the dark depths of the cellar and come upon a startling surprise, a Kraang Scout Ship buried right under their house.

Donnie takes a closer look at the vessel and observes it may have been buried here for hundreds of years. April wonder whats a Kraang ship doing under her house. Seeking answers for the ship's presence, the gang open the ship and step in to learn more. Inside the ship, they found what seems to be a containment unit with a human-like form cased inside. Despite Donnie's warnings on not to touch anything, Mikey accidentally elbows a switch on that opens up the containment unit and releases whatever lies inside. As the box opens and the smoke clears, April gasps in shock, for inside the containment was her long lost mother Awakens to the living world. Mrs.O’Neil screams at the sight of the turtles and started to run away, but Casey told her to clam down, for they are friendly mutants. Mrs. O’Neil wonders who they are until she sees April. Before the Turtles and Casey know it, both women pass out in their arms, the shock being too much for them to stand.

In the living room, everyone calms down while tea is being served, and despite still being freaked out by the turtles Mrs. O'Neil takes a deep breath and begins to explain her story. She explains that the Kraang ship has actually been buried underground for years, even after the farmhouse has been built. Until one day, April's great grandfather accidentally discovered a sleeping group of Kraangs and woke them up. The Kraang repaid the great grandad for their reawakening by experimenting on his entire bloodline, forming just the right combination of DNA they would eventually need to conquer the world. When April was born, both her and mother and father plotted to escape, but April's Mom never made it that far. Kirby managed to get April away to the city, while she was recaptured and put into a long sleep. When April's Mom finishes her tell she hugs April tight, proclaiming that they can finally be a family again, minus her husband since she is told he's going on safari in Puerto Rico. Everyone seems pleased with the happy reunion between mother and child, but Mikey's 'turtle vibes' start going off the charts. He doesn't trust Mom, and later that night, when her and April are relaxing on the porch swing, he swings in to attack.

April is horrified by the unexpected assault, and pins Mikey as her mother runs away crying in fear. Mikey tries to explain the reasons for his sudden attack, but April doesn't want to hear it and immediately goes rushing after her mother. Mikey follows her in order to make amends, but is stopped at the farm door by Raph who immediately takes him away for scolding in front of the others. Under the heat of an intense light, Mikey is yelled at by his family and Casey for attacking an innocent. Mikey explains that he doesn't trust her, but when his brothers bring up the other outrageous stories he's told in the past (like the time he said tiny elves stole his Nun-Chucks and replaced them with mozzarella sticks, and the other time that him and Ice Cream Kitty enter a break dancing contest) it's clear that the only way Mikey will make everyone believe is to solve the mystery for himself.

Later, April finds her Mom outside, trying to drown out the shock of Michelangelo's assault by reflecting on the pleasant memories of the past. Gripping her daughter's hands, Mrs. O'Neil says that both she and April should just leave this place, start over, and leave those 'freaks' behind. April is reluctant because the Turtles are like a second family to her, and she wouldn't want to live her life without them. But April's Mom leaves her no choice, it's either her real family or the turtle family, and she leaves her daughter to choose.

Meanwhile, in the kitchen, Mikey is upset that no one believes him, and plays around with Ice Cream Kitty, giving him a little whip-cream hat when suddenly the feline mutant begins to growl and his, pointing Mikey's attention to a window. Stepping up to get a good look, Mikey sees April's Mom sneaking off into the woods and acting suspicious. With encouragement from Ice Cream Kitty, Mikey gets out of the house and silently follows her. While walking, Mom's head turns revealing a grotesque-looking face that makes Mikey squeal in fright. Stopping by a pond, Mom unscrews the lid on some mutagen she likely stole and pours it into the water until Mikey snags it with his chain and accuses her of being a fake. Mom comments that what Mikey suspected all along was true, she is a servant to the Kraang and will capture April so that she can please her masters. But now since Mikey knows too much, she cannot let him escape so he can reveal the truth.

Mikey screams as he is attacked, and the scene switches to back inside the Kraang Scout Ship where Donnie is busy researching through the cryogenic files to learn exactly what happened to Mrs. O'Neil when she was captured by the Kraang. During the middle of his research, Mikey comes in and surprises Don, and then April shows up asking Donnie if she had seen her mother hanging around. Donnie denies seeing her, and Mikey assures April that Mom is probably alright, and he will help her look later if she wants. April immediately shoots down Mikey's offer for assistance, still angry at the orange-masked turtle for what he did before. When April's gone, Donnie finally goes back to work, and discovers a shocking secret about the true nature of Mrs. O'Neil. However, before he can go and inform his brothers of this important discovery. Mrs. O'Neil suddenly shows up, breaks the laptop Donnie was on, and attacks Donatello with her Kraang-like arms.

Minutes later, Leo arrives, and sees Donatello standing perfectly fine in front of the computer screens. Thinking he had seen April's Mom come in here, Leo asks the purple-banded genius whether he has seen her or not, to which the turtle quickly denies. Leo is hesitant to accept that denial, especially when he notices the broken laptop lying on the floor. Knowing that Donnie would never willingly do that to technology, Leo quickly makes up the excuse that he was mistaken and turns to leave, when Donnie suddenly sprouts Kraang-like arms and begins to attack. Pushing himself to escape, Leo heads for the stairs, but his injuries severely slow him down, and broken step seals his fate. Up in the living room, watching a Halloween show, Raphael hears Leo's screams and immediately rushes downstairs to aid his brother from what seems to have been a tough fight.

While panting, Leo quickly explains to Raph that Mikey was right, and that April's Mom really was some alien being. Believing his brother, Raphael tugs out his sais, and asks where the creature is. Leo responds 'here', signifying that Mrs. O'Neil has somehow morphed into him and had done the same with Mikey and Donnie. Fighting for survival against a now Kraang-like 'Leo', Raphael manages to cut himself free from his false brother's Kraang-like arms and escapes by using a smoke bomb to disappear. Meanwhile, outside, Casey and April are both seated on the swinging bench in the front yard as April tells Casey that her mother is planning on leaving tonight, too afraid of the Turtles to stay. Mom wants April to come with her, but April doesn't know how to react. Casey is upset by the fateful decision, but understands if April really wants to leave with her mom. Just then, Raphael comes rushing out of the farmhouse, fiercely panting for breath. He quickly tells Casey and April everything that Mikey had told them before was right, which the two immediately disbelieve. April's mom then comes out of the house, alarming Raph, causing the turtle to take a defensive position with his sais. He demands to know where his brothers are, but Mrs. O'Neil keeps on walking forward. Dubbing her the 'Mom-Thing', Raphael gets ready to attack, but April then steps in to stop him, gets grabbed on the wrist by her mom and is dragged away by her. When April cries out for her 'mother' to let go, Mrs. O'Neil turns around and reveals her true form to April, before attacking.

A grotesque spider-like figure emerges from within Mrs. O'Neil otherwise innocuous form and this immediately horrifies April, Casey and Raph, and chases them in the direction of the barn. Casey manages to grab hold of the ax imbedded in the tree stump outside and makes a dash into the barn, along with April and Raph. Casey helps Raph barricade the barn house doors so that Mom-Thing can't follow them in. However, the blockade does little to stop the monster, as it burrows underneath the barn and soon bursts inside. Her head then bisects, making her look even more freakish and, when Raphael asks for options on how to stop her, April's refreeze idea quickly gets replaced by Casey's crazy stunt to flash fry. The electricity from a nearby power box inflicts some damage on the monster, but not much, so Raph and Casey decide to tackle the Mom-Thing head on. This effort fails, as both guys get caught in a massive suction tube that pulls them down inside Mom-Thing's body.

Standing alone, April is now faced with the horror of the creature she had believed to be her mother, which cajoles her to unite with it and all of the others it's swallowed (Mikey, Donnie, Leo, Raph and Casey). When April refuses, the creature's suction tube latches on to her, but April resists the creature's pull and her mental powers get the better of her when the situation escalates, blowing up the Mom-Thing into slimy chunks. All of the Turtles that Mom-Thing swallowed along with Casey are released and remain alive and well.

Later, back inside the Kraang Scout Ship, Donatello reveals the truth on what he found out about the creature. The creature that April destroyed was nothing more than an early Kraang infiltration experiment that utilized a combination of Kraang and Mrs. O'Neil DNA, along with retaining some of Mrs. O'Neil's memories. Since this creature that the Kraang created proved to be extremely dangerous to them, they put it in a deep freeze in the stasis beam, wanting it to remain in there forever.

Leo asks his brothers do they have to discuss this now, as April is disenchanted and feels like she has lost her entire family again, even though the being she destroyed really wasn't her mom. Leo then offers a hand to her, saying she shouldn't give up hope and to trust him on that. Mikey cheers her up by saying that she doesn't have to be sad, as the Turtles have now become her temporary family. This touching moment is ruined not long after, however, as Mikey brags to all of his brothers, shouting that he was right all along. Donnie stops this little celebration when he remembers that Mikey mentioned something about a little Mutagen being spilled in the woods. Raph then questions Mikey as to where the spilling happened, but Mikey doesn't remember the exact location and Leo fears that this will all lead to disaster.

Meanwhile, near the pond in the woods, a band of frogs with the Mutagen on their heads carelessly hop around, not knowing the changes soon to come.

The quote "You made Mother very angry." is taken directly from Mother's Day.

Her true form resembles several creatures from the Silent Hill video games.

The Flashing Jack-o-lantern Raphael's watching on TV is a reference to the Silver Shamrock commercial and jingle from the cult classic Halloween III: Season of the Witch.

The brand of whip cream Michelangelo was using on Ice Cream kitty was "Really Whip" a reference to the real life brand Reddi Whip.

When Leo is washing the window he keeps repeating "Window cleaner on, window cleaner off." as a nod to The Karate Kid's "Wax on, wax off.".

The "One of us" chant used when Mrs. O'Neil's clone was trying to convince April to join them, was taken from Freaks, a 1932 horror film, where the characters chanted "Gooba-gobble, gooba-gobble. We accept her. One of us, one of us.".

Mikey shouting "Evil Clown" when Leo muses as to 'what's down there' in the basement of the farmhouse is a reference to Stephen King's It.

The Stephen King film being Seth Green's first appearance in media as he played the younger version of Richie Tozier.